AGREEMENT

This Agreement made at Bangalore on this day, the …… day of, …….. 2007

Between

WOODTECH CONSULTANTS PRIVATE LIMITED, a company incorporated under the

Companies Act, 1956 having its registered office at No.610, 18 th Main, 25th Cross,
Rajarajeswari Nagar, Bangalore 560 098 (hereinafter referred to as WOODTECH) of the
one part

And

, a company incorporated under the Companies Act, 1956

and having its registered office at , which expression shall
unless it be repugnant to the context or meaning thereof shall mean and include its
successors-in-interest and assigns of the other part:

WHEREAS:

(A) was incorporated with the principal object of carrying on the business or vocation
of acting as advisors and consultant for wood related activities to traders,
importers, exporters, commission agents, stockists, distributors and marketing
representatives of producers and manufacturers of goods and articles like
machineries for wood working and its spares, wood seasoning kilns and its
chemical treatment plants and accessories, wood finishing equipments, driers,
dust collection systems, finishing related machineries and finishing materials.

(B) is a company incorporated under the laws of having its

registered office at and has the requisite expertise and
experience in marketing IT parks.
(B) WOODTECH desires to appoint for providing certain services as
defined herein below.

(D) This Agreement shall be subject to getting the required prior approval from the
Competent Authorities in this regard.

NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS

FOLLOWS THAT:

1.0 DEFINITION:

1.1 In this Agreement and the Schedules unless the contexts require the following
expression shall have the meaning set out against them:

1.1.1 “Clients” shall refer to foreign companies and/or Indian companies and
shall include joint ventures and other multi national corporations,
partnerships, sole proprietary concerns and individuals who intend to take
up space, whether by way of lease, sale or license at IT Park introduced
by Ascendas (India).

1.1.2 “Contract period” shall refer to the term of years commencing from the
appointment viz….. and ending on …. Date, unless terminated earlier in
accordance with this Agreement. This contract shall be reviewed by the
parties at the end of the contract period, with regard to extension or
renewal.

1.1.3 “IT Park” means the International Tech Park in Whitefield, Bangalore –
560 066, India, comprising of production space, commercial space,
offices, built to suit facilities, residential complexes and other amenities
developed or to be hereinafter developed by ITPL.

1.1.4 “Rs or Rupees” means the lawful currency of India.

 1.1.5 “Net realised value” means the Sale/Lease/License value mentioned in
the Sale or Lease or License Agreement, executed between
WOODTECH and the Clients, net of all taxes.

1.2 References to Clauses, Recitals and Schedules are to clauses, recitals and
schedules to this Agreement.

1.3 Words denoting singular number only shall include the plural number and vice-
versa.

1.4 Reference to persons included reference to body corporate or unincorporated.

1.5 Words denoting the masculine gender only shall include the feminine gender.

1.6 Headings in this Agreement are for convenient reference only and shall not be
used to construe or interpret this Agreement.

1.7 References to any laws, rules, regulations include references to any

modifications, extension or reenactment thereon from time to time.

1.8 APPOINTMENT:
1.8.1 WOODTECH hereby appoints and engages to provide to
ITPL marketing services for IT Park for the duration of this Agreement
and Ascendas (India) hereby accepts such appointment and engagement
to perform, render to and for ITPL, the said services in accordance with
the terms and conditions of this Agreement.

2.0 MANNER OF PROVIDING SERVICES

2.1 WOODTECH will in the normal course of its business periodically communicate
the availability of units for lease/sale/license, to Ascendas (India).

2.2 Ascendas (India) will forward any interested enquiry in IT Park to ITPL. This will
be accompanied by a contact report containing the following details:
 - Name of the Client
- Nature of business
- Interested in sale/lease
- Area requirement

2.3 Ascendas (India) will be responsible for all communication with the Client prior to
the bringing of the Client for discussion.

2.4 Ascendas (India) will also assist to get the transacted Client to execute the
necessary documentation and hand over the necessary demand drafts pertaining
to stamp duty, registration charges and miscellaneous expenses (as
communicated by WOODTECH) to WOODTECH.

2.5 In the event of closing of the deal and execution of the necessary documents and
receipt of the consideration, WOODTECH will inform Ascendas (India) of the
same.

3.0 COMMISSION:
3.1 For the services to be rendered by Ascendas (India) under this Agreement
WOODTECH shall pay to Ascendas (India) commission in respect of each
completed sale or completed lease/rental transactions brought about by the
efforts of Ascendas (India) as set out in this clause.

3.1.1 For Sale cases: -A commission of % of all Net realised value of the
completed/concluded sale transaction to be payable in the manner as set
out in clause 3.2.1 below.

3.1.2 For Lease cases and Licenses: -A commission of 1.5 months’ net lease
rental shall be payable for leases of three years or more to be payable in
the manner as set out in clause 3.2.2 below. In the event of a
lease/license being for a term of less than three years, then the
commission shall be correspondingly apportioned for the reduced term on
a pro-rata basis.
 3.1.3 For Lease cum Sale cases: – Where the Client enters into a Lease
Agreement with WOODTECH but undertakes to purchase the unit within
a certain period at pre-agreed rates, then in the event the Client
purchases the unit, on or before the committed date for Purchase, directly
as a result of Ascendas (India)’s marketing efforts, then a sum amounting
to 2.5% of all Net realised value of completed/concluded sale transaction
less the amount of the commission already paid to Ascendas (India)
under clause 3.1.2 is payable, such balance commission to be paid within
30 days from realization of sale proceeds by WOODTECH and the date
of registration of the final sale indenture in favour of the Client. It is
clarified however that if any client brought in by Ascendas (India) who
enters into a Lease indenture with WOODTECH but subsequently on its
own accord, approaches WOODTECH to purchase the unit, then no sale
commission is payable to Ascendas (India).

3.1.4 For Build to Suit cases: –A commission of 1.5 month’s net lease rental
calculated on the first year’s annual average rental is payable.

3.2 The commission to be paid to Ascendas (India) will be paid as follows:

3.2.1 In respect of all completed / concluded sales transactions, the

commission shall be paid within 30 days of sales proceeds being realized
by WOODTECH and getting the indenture of sale registered before the
Sub-Registrar of Assurances or any other competent Authority
designated for this purpose.

3.2.2 In respect of all concluded lease transaction, the commission shall be

paid within 30 days of getting the Security Deposit and / or other upfront
payments as may be applicable and getting the indenture of lease/license
registered before the Sub-Registrar of Assurances or any other
competent Authority designated for this purpose.
3.3 All payments by WOODTECH to Ascendas (India) shall be made as above after
deducting the applicable tax at source as per applicable tax rates, from time to
time.

4.0 DUTIES AND AUTHORITY OF ASCENDAS (INDIA):

4.1 Ascendas (India) shall carry out all its duties under the Agreement subject to the
directions and policies enunciated by WOODTECH from time to time as provided
hereinafter.

4.2 Ascendas (India) shall use its best endeavors to promote IT Park and shall
cultivate and maintain good relations with clients and potential clients in
accordance with sound commercial principles.

4.3 Ascendas (India) shall not have any legal authority to enter into any contract for
sale or lease or license in relation to any of the units in the IT Park without
specific written consent of ITPL. Ascendas (India) shall not make any
commitments for and on behalf of ITPL without the prior written consent of ITPL.
Ascendas (India) shall not make any representations or projections relating to
any of the services to be provided at the IT Park by ITPL which is beyond or in
excess of any of the instructions conveyed from time to time by ITPL to
Ascendas (India)

4.4 Ascendas (India) shall have no authority to receive any money for and on behalf
of ITPL from any party.

5.0 RIGHTS AND DUTIES OF WOODTECH:

5.1 WOODTECH may at its sole discretion consider all enquiries referred to it by
Ascendas (India) in good faith and on normal business consideration and shall
be entitled, without assigning any reasons whatsoever, to reject any proposal
received from Ascendas (India) for the sale or lease of units in the IT Park.
5.2 WOODTECH may, at its own discretion and in the ordinary course of its business
endeavor to:

5.2.1 Supply Ascendas (India) with such information (including brochures and
other promotional information) as Ascendas (India) may from time to time
require for the purpose of complying with its obligations under this
Agreement;

5.2.2 Supply up to date copies of any standard price lists and floor plans and
technical specifications for the units in the IT Park for sale and lease; and

5.2.3 Promptly and efficiently deal with any subsequent or follow-up enquries
after the sale or lease or lease-cum-sale of the units in the IT Park made
by Clients.

6.0 CONFIDENTIALITY AND NON-DISCLOSURE:

6.1 AIPL shall not (except in the proper performance of their duties hereunder)
during or after the termination of this Agreement disclose to any person
whatsoever any confidential information or document relating to IT Park or any
policy, business or affairs of WOODTECH.

For the purposes of this Agreement, the expression

“CONFIDENTIAL INFORMATION” will mean all information,
whether written or oral or electronic, including but not limited to
all notes, analysis, studies or such other documents or
information relating to financial and other related information of
WOODTECH, other than information which AIPL can reasonably
establish:

(i) was already in the possession or control of AIPL prior to the

time of disclosure.
 (ii) is at the time of disclosure, or thereafter becomes, available to
the public or in the public domain otherwise than as the result of
any neglect, fault or omission by AIPL or any employee of AIPL .
(iii) is approved for release by WOODTECH.
(iv) is requested or required to disclose the CONFIDENTIAL
INFORMATION by law (including, but not limited to, court order,
legal process, or governmental action) or otherwise.

7.0 ASSIGNMENT:

7.1 Neither party shall assign or transfer the benefits and obligations or any part
thereof under this Agreement without the prior written consent of the other Party.

8.0 MISSCELLANEOUS

8.1 This Agreement contains the whole agreement between the Parties relating
to the transactions provided for in this agreement and supersedes all
previous agreements/understandings, if any, between the respective Parties
in respect of such matters, and each of the Parties to this agreement
acknowledges that in agreeing to enter into this agreement it has not relied
on any representations or warranties, except for what is contained in this
Agreement.

8.2 This agreement shall come into effect only prospectively subsequent to the
execution hereof.

9.0 TERMINATION:

9.1 This Agreement shall continue in full force and effect for the entire Term unless
terminated earlier upon the occurrence of any of the following events:

9.1.1 Either party becomes insolvent or bankrupt or makes a composition with

its creditors;
 9.1.2 Any order for winding-up or appointment of judicial manager or liquidator
or manager of either party is made;

9.1.3 Any resolution to wind-up either party is passed.

9.2 Either party reserves the right to terminate this Agreement any time, by
delivering 90 days prior written communication to the other party. However even
subsequent to the termination of this Agreement, WOODTECH agrees to
continue to recognize Ascendas (India) in connection with all prospective
Clients submitted by AIPL to WOODTECH during the term of this Agreement but
consummated within 180 days of the termination of this Agreement.

9.3 In the event of any termination of this Agreement, WOODTECH shall be liable to
pay Ascendas (India) and Ascendas (India) shall be entitled to receive from
WOODTECH all commissions / fees as provided under this Agreement for all
services rendered, on the date of termination.

9.4 Termination of this Agreement for whatever reason shall be without prejudice to
any right of action or remedy of any party against any other party hereto in
respect of any pre-existing liabilities or any breach of this Agreement.

9.5 Upon expiry or termination of this Agreement for whatever reason, Ascendas
(India) will immediately deliver-up to WOODTECH all confidential information,
documents, correspondence, papers and properties belonging to WOODTECH
which concern marketing deals for the IT Park which are in possession of
Ascendas (India).

10.0 AMENDMENTS:
Any amendments, alterations or modifications, to this Agreement shall be valid
only if executed in writing and mutually executed between the parties.

11.0 GOVERNING LAW:

11.1 This agreement shall be governed by and construed in accordance with the laws of India
and the Courts in Bangalore shall have the exclusive jurisdiction in respect of any matter,
claim or dispute arising out of or in any way relating to this Agreement.

11.2 This Agreement is subject to prior approval being given by the Central
Government and /or any statutory body in this regard and shall take effect from
the date of receiving the said approval.

12.0 WAIVER:

12.1 No waiver by any party of any breach or default hereunder of the other party
hereto or the giving of time for performance shall be deemed to be a waiver of
any subsequent or any other breach or default.

13.0 NOTICE:

13.1 Subject as otherwise provided in this Agreement, all notices, demands or other
communications required or permitted to be given or made hereunder shall be in
writing and delivered personally, or be sent by prepaid registered post or courier
or by facsimile addressed to the intended recipient thereof at its address set out
below (or to such other address as any party may from time to time notify the
others for the purpose of this Clause.)

13.2 Any notice, demand or communication shall be deemed to have been duly
served if sent by pre-paid registered post, courier or delivered personally and
duly acknowledged by the intended recipient, on the day of delivery.

13.3 The initial address of the Parties for the purposes of this Agreement are:-

WOODTECH CONSULTANS PVT LTD

NO.610, 18TH MAIN, 25TH CROSS,
RAJARAJESWARI NAGAR, BANGALORE 560 098
 Telephone: 080-28604018
Facsimile: 080-268604090

Attention: Chief Executive Officer

Telephone: 044 - 431 4010

Facsimile: 044 - 431 4011

Attention: Chief Executive Officer

14.0 ARBITRATION AND RESOLUTION OF DISPUTES:

14.1 Any disputes and difference between the parties in connection with this
Agreement shall be resolved by arbitration according to the Arbitration &
Conciliation Act, 1996 and under the Rules and Regulations of the International
Chambers of Commerce without recourse to a Court of law. The arbitration
proceedings shall be carried out in English. The decision of the arbitrator shall be
final and binding on the parties and their legal successors. The dispute shall be
referred to the sole arbitrator in India, if the parties can agree upon one. In case,
the parties are unable to agree upon such sole Arbitrator, then the disputes shall
be referred to a panel of three Arbitrators and comprising of two Arbitrators one
appointed by each party to this Agreement and the third Arbitrator being
appointed by the two persons so appointed as Arbitrator by each of the parties.
If any vacancy arises, if any Arbitrator dies, resigns or refuses to act or become
incapable of performing his functions, such vacancy shall be filled by the method
by which the Arbitrator was originally appointed. The Arbitration proceedings
shall be held at Bangalore.

IN WITNESS WHEREOF the parties hereto have hereunto set their respective
hands the day, month and year first above written.

Signed by

For and on behalf of

In the presence of
Signed by

For and on behalf of

In the presence of